SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D. C. 20549

                           FORM 10-Q

        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
              THE SECURITIES EXCHANGE ACT OF 1934

         For the Fiscal Year Ended:  November 30, 1998
                 Commission File Number: 0-7568

                   TOTH ALUMINUM CORPORATION
     (Exact name of registrant as specified in its charter)

          LOUISIANA                          72-0646580
 (State or other jurisdiction of     (I.R.S. Employer Identification
 incorporation or organization)                 Number)

   Highway 18,--River Road, P. O. Box 250, Vacherie, LA 70090
     (Address of principal executive offices)   (Zip code)

Registrant's telephone number, including area code:(504) 265-8181

  Securities registered pursuant to Section 12(b) of the Act:

                              NONE
                     (Title of each class)

  Securities registered pursuant to Section 12(g) of the Act:

                COMMON STOCK, WITHOUT PAR VALUE
                       (Title of class)

Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or for such shorter periods that the registrant was required  to
file   reports),  and  (2)  has  been  subject  to  such   filing
requirements for the past 90 days: Yes  X    No

Indicate  the  number  of  shares  outstanding  of  each  of  the
registrant's   classes  of  common  stock,  as  of   the   latest
practicable date:

Common stock, without par value                 35,466,193
           Class                   Outstanding at November 30, 1998

<PAGE>
                    TOTH ALUMINUM CORPORATION
                                

                       INDEX TO FORM 10-Q

            For the Quarter Ended November 30, 1998


                                                                 Page

Part I  Financial Information (Unaudited)

        Balance Sheets - November 30, 1998
        and August 31, 1998....................................    3

        Statements of Operations - Three Months
        Ended November 30, 1998 and 1997 ......................    5

        Statements of Cash Flows - Three Months
        Ended November 30, 1998 and 1997.......................    6

        Notes to Financial Statements..........................    8

        Management's Discussion and Analysis
        of the Financial Conditions and Results
        of Operations..........................................    14


Part II Other Information......................................    16








<TABLE>
TOTH ALUMINUM CORPORATION (A DEVELOPMENT STAGE ENTERPRISE)
COMBINED BALANCE SHEETS  (Unaudited)

                                        November 30,  August 31,
                                            1998         1998
<S>                                   <C>             <C>
ASSETS

CURRENT ASSETS:
Cash ..............................     $   366          $ 918

Accounts receivable:
   Other...........................           0              0
Prepaid:
   Leases .........................           -              -
   Other...........................    _________     __________
Total current assets...............          366           918
INVESTMENTS IN AND
  ADVANCES TO:
   Armant Partnership..............       44,100        58,450

PROPERTY, PLANT AND
   EQUIPMENT - Net.................       40,508        48,354

PREPAID LEASES.....................           -             -


PATENTS AND PATENT
   RIGHTS (net of
    accumulated amortization:......          260           320


TOTAL..............................    $  85,234    $  108,042
</TABLE>

<TABLE>
                                        November  30, August 31,
                                            1998       1998
<S>
LIABILITIES                           <C>              <C>

CURRENT LIABILITIES:
  Notes payable-related parties....   $   23,100         23,100
  Notes  payable-bank..............           -              -
  Notes  payable-other ............      300,000        300,000
  Accounts payable:
    Trade..........................      523,670        498,300
    Officers and employees.........      410,900        357,491
    Accrued  salaries .............    2,341,495      2,246,955
    Accrued expenses ..............      268,400        243,000
    Accrued  interest payable......    1,970,179      1,855,552
  Total  current liabilities.......    5,837,744      5,524,398


DEFERRED CREDIT ...................           0              0

Series "A-1" Convertible
 Promissory Note1 (CPN) 
 CPN Related Parties
      Principal....................    7,398,265      7,398,265
      Accrued interest payable.....    6,180,785      5,958,838
 CPN Other Parties
      Principal....................    5,978,421      5,978,421
      Accrued interest payable.....    5,438,125      5,258,773
      Total  Series "A-1" Notes....   24,995,596     24,594,297

CONVERTIBLE DEBENTURES PAYABLE
   (net of discounts, commissions,
     and offering costs of:........       20,437         20,437


STOCKHOLDERS' EQUITY:
Common stock - no par value........  38,258,0961    38,258,0961
Common stock warrants..............
Common stock subscribed............        20,000        20,000
Paid in capital....................       164,774       164,774
Deficit  accumulated
 during the development stage......   (69,211,413)  (68,473,960)

Total  stockholders' equity........   (30,768,543)  (30,031,090)



TOTAL...............................    $  85,234    $  108,042
</TABLE>
See  Section 11, "Notes to Financial Statements" of the August
31, 1998 10-K.

<TABLE>
TOTH ALUMINUM CORPORATION  (A DEVELOPMENT STAGE ENTERPRISE)

STATEMENTS  OF  OPERATIONS  AND DEFICIT  ACCUMULATED  DURING  THE
DEVELOPMENT  STAGE  FOR  THE  QUARTER  ENDED  NOVEMBER  30,  1998
(Unaudited)

<S>                                       <C>          <C>      <C>
                                           Three Months Ended   From Inception
                                              November 30       To November 30,
                                              1998       1997         1998
COSTS AND EXPENSES:
   Research and Development...........      $ 3,420     $ 3,740   $ 7,732,960
   Promotional,  general and
      administrative..................      198,719      95,420    16,098,957
    Interest..........................      515,926     497,112    15,277,844
    Total.............................    $ 718,065   $ 596,272  $ 39,109,763

OTHER (INCOME) EXPENSE:

   Loss in Investment and Advances
      To Armant........................ 14,3503,191  17,433,513
       Equity in loss of Armant........      14,962      16,009   12,668,139

NET LOSS............ ..................  $  747,377  $  615,472
69,211,413


LOSS PER
   COMMON SHARE.......................      $  .02      $  .01


</TABLE>

<TABLE>
TOTH ALUMINUM CORPORATION (A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOW
<S>                                    <C>         <C>          <C>
                                          Three Months Ended   From Inception
                                              November 30,     To November 30,
                                            1998       1997           1998

OPERATING ACTIVITIES
NET  LOSS..........................   $ (747,377) $ (615,472)    ($ 69,211,413)

ADJUSTMENTS TO RECONCILE
  NET INCOME TO NET CASH
  PROVIDED BY OPERATING
  ACTIVITIES:

 Depreciation and
   amortization....................        7,846       5,886         1,174,371
  Amortization and write
   off of patents..................           60         260           440,558
  Amortization of prepaid leases...            -           -           302,424
  Amortization of financing Cost...                                     95,000
 Loss on divesture of Subsidiaries.                                    912,586
 Loss from joint venture...........       14,350      16,009        11,154,973
 Other.............................                                    111,616
 Proceeds from royalty
   Prepayments.....................                                    172,760
 Prepayment of Leases..............                                    (16,104)
 Disposition of property,
   Plant, and equipment............                                     27,745

CHANGES IN OPERATING ASSETS
  AND LIABILITIES:

  Increases in accounts
    receivable.....................                                    (10,787)
  Decrease (Increase) in
    Prepaid expenses...............                                    (27,371)
  Increase in accounts payable
    and accrued expenses...........      304,938     181,304        13,663,744
  Increase (decrease) in notes
    notes payable..................      401,299     401,299        20,710,074
                                         (18,884)    (10,715)    ($ 20,499,824)



TOTH ALUMINUM CORPORATION (A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
                                         Three Months Ended     From Inception
                                            November 30,        To November 30,
                                       1998           1997           1998

INVESTING ACTIVITIES:
  Purchase of property, plant
    and equipment................              -           -      ($ 1,159,046)
  Acquisition of patents.........                                     (443,475)
  Investment of Certificates
    of Deposit...................                                   (3,995,000)
  Cash investment in and
    Advances to TACMA............                                   (1,076,595)
  Write off of Investments
    And Cash Advances to Armant..          3,370       3,191        17,072,772
  Cash investments in and
    advances to Armant...........         14,962       7,850       (20,755,327)
  Redemption of Certificates
    of Deposit...................                                    3,995,000
  Proceeds from sale of net
  Profit interest................                                  $    50,000
                                          18,332      11,041       ($6,311,671)

FINANCING ACTIVITIES:

  Stock issued or subscribed
    For cash....................                                    18,481,076
  Preferred stock issued                           
    For cash....................                                       266,400
  Proceeds from long term
    Obligations.................                                     1,430,349
  Proceeds from warrants
    Issued for cash.............                                     6,236,507
  Common stock issuance
    cost........................                                      (166,550)
  Issuance of convertible
    Debentures..................                                     1,913,963
  Cash received upon
    Conversion of debentures
    To common stock.............                                       112,999
  Payment of long term
    Obligations.................                                    (1,457,071)
                                               -           -        26,817,673

INCREASE (DECREASE) IN CASH                 (552)      4,112               366
CASH BEGINNING OF PERIOD                    (918)      3,786
CASH END OF PERIOD                           366         326               366

</TABLE>

TOTH ALUMINUM CORPORATION  (A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS

1.    In  the  opinion of management, the accompanying  condensed
financial statements contain all adjustments (consisting only  of
normal  recurring  adjustments) necessary to present  fairly  the
financial position of Toth Aluminum Corporation (the Company)  as
of  November  30,  1998, and the results of  its  operations  and
changes in financial position for the three months then ended.

     The  accounting  policies followed by the  Company  are  set
forth in Note 1 to the Company's financial statements in Form 10-
K, dated August 31, 1998.

  2.         The accompanying financial statements of the Company
have  been  prepared on a going concern basis, which contemplates
the realization of assets and the satisfaction of liabilities  in
the  normal  course of business.  The Company  has  incurred  net
losses  from  its inception in August 1966 through  November  30,
1998,  and  August  31,  1998,  of $69,211,413  and  $68,473,960,
respectively. Although the Company's investees (TACMA and Armant)
have  constructed  facilities  that  will  employ  the  Company's
patented processes, TACMA and Armant are both inactive.   The  Co
mpany  has  determined that the operating plant of each  investee
will  require further modifications before commercial  production
can be achieved.

               The  Company plans to fund its operations  through
short-term  borrowing  secured by  the  personal  assets  of  the
Company's Chairman of the Board.  The capital and operating needs
of Armant will be raised through the formation of a joint venture
partner   with  Armant.   The  recoverability  of  the  Company's
investments  in and advances to Armant and the recoverability  of
the  capitalized  cost  of Armant is dependent  on  the  investee
achieving sufficiently profitable commercial operations, as  well
as  the  Company's ability to raise the funds indicated above  to
provide the necessary capital and to support these operations.
     
     The  Company's  continuation in existence is dependent  upon
its  ability  to  generate  sufficient  cash  flow  to  meet  its
continuing  obligations on a timely basis, to fund the  operating
and  capital  needs,  obtain  additional  financing  as  may   be
required, and ultimately to attain successful operations.  Should
the Company be unable to obtain a joint venture partner(s) it may
experience  significant difficulty raising funds. These  factors,
among  others, may indicate that the Company will  be  unable  to
continue  in existence.  The financial statements do not  include
any adjustments relating to the recoverability and classification
of  recorded  asset  amounts or the amount and classification  of
liabilities that might be necessary should the Company be  unable
to continue in existence.
     
     
3.    The Company has historically maintained investments in  two
affiliates,  TACMA  and  Armant.  The  investment  in  TACMA  was
expensed  during 1988.  The Company applies the equity method  of
accounting  for its investment in Armant.  The collectibility  of
the  advances  to  and the recovery of the investment  in  Armant
depends   upon  the  affiliate  achieving  successful  commercial
operations.

Armant

     The  Company  is  general partner in a  limited  partnership
(Armant)  formed  in  1982  to  construct  and  operate  a  metal
chlorides plant in Vacherie, Louisiana. The plant, which  through
August 31, 1989, has cost approximately $23 million to construct,
has been built on land (the Armant site) owned by Empresas Lince,
S.A.,  (ELSA),  a  Central American corporation controlled  by  a
former member of the Company's Board of Directors.

     Under  the terms of the original partnership agreement,  the
Company  was to have a 50% ownership interest in the partnership.
In  March 1983, the partnership agreement was revised to  provide
the  Company a 2% ownership interest and under a separate license
agreement, a royalty payment based on net positive cash  flow  of
the  partnership.   The  license agreement provides  for  royalty
payments to the Company equal to 28.6% of net positive cash  flow
until  each  limited  partnership unit has received  $160,000  in
cash,  at  which time royalty payments increase  to  49%  of  net
positive cash flow.

     The  Company's capital contribution to Armant  consisted  of
certain  improvements to the property, a non-exclusive  licensing
agreement   providing   for  Armant's  use   of   the   Company's
carbo-chlorination processes for producing metal  chlorides,  and
prepaid leases as described in Note 4.

     Contributions  to  Armant by the limited  partners,  on  the
basis  of a single limited partnership unit, consisted of $25,000
in  initial  cash deposits, $75,000 in cash to be paid  in  equal
monthly  installments of $5,000 and either a  $60,000  letter  of
credit  or  the  purchase of $60,000 of the Company's  restricted
common   stock.   Armant  has  received  subscriptions  for   all
thirty-five  limited  partnership units.   At  August  31,  1984,
Armant   had   received  cash  contributions   of   approximately
$3,459,000.   The  Chairman of the Company's Board  of  Directors
holds fifteen of the thirty-five units.

     During  November  1984,  the Company  loaned  $3,995,000  to
Armant,  resulting  in the Company now having a  receivable  from
Armant in the amount of $3,995,000 bearing interest at 13.5%  per
annum.   As  of  August 31, 1989 the Company had made  additional
cash  advances  to  the Armant Partnership totaling  $17,409,000,
bearing  interest  at  12%  per  annum.   The  Company  has  also
liquidated  $240,000  of  Armant's  notes  payable  plus  accrued
interest  due  to  a corporation controlled by a  member  of  the
Company's  Board of Directors by issuing 240,000  shares  of  the
Company's  restricted  common stock.  As  a  result  the  Company
recorded a receivable from Armant of $276,000 bearing interest at
12%  per  annum.  The Company had additional non-interest bearing
receivables from Armant totaling $173,000 which were incurred  in
fiscal  1984,  resulting from billing under a service  agreement.
Subsequent  to  that  date  all  costs,  including  general   and
administrative  cost,  incurred by the  Company  related  to  the
construction  and  operation  of  the  Armant  Plant,  have  been
absorbed by the Company and expensed as incurred.

     The  initial phase of construction of the Armant  Plant  was
completed in December 1983.  Since that time, numerous test  runs
have been performed in an effort to achieve continuous commercial
production  of market grade metal chlorides.  Subsequent  to  the
Company's  1986  fiscal  year end, Armant  determined  additional
funding  would  be  required  to sustain  successful  operations.
Therefore,  because  of unexpected construction  delays  and  the
continued  lack of commercial production at Armant,  the  Company
elected  to  discontinue accruing interest income on  the  Armant
receivable  and  reversed, in the fourth quarter of  fiscal  year
1986,  all  interest  income  previously  accrued  which  totaled
$1,164,000 of which $551,000 was accrued through August 31, 1986.

     Further,  Armant  elected to discontinue capitalizing  plant
start-up costs. The net loss recognized by Armant during the year
ended  August  31, 1987, which primarily resulted from  expensing
start-up  costs,  was  first allocated to  the  partners'  equity
accounts based upon their respective percentage interests in  the
total  partnership equity.  To the extent that this loss exceeded
the  total  limited partners' equity, all additional losses  were
allocated  to  the Company's equity interest in the  partnership,
since  the  Company is the sole general partner  in  the  limited
partnership  and  is  at risk for these losses  in  the  form  of
advances to Armant.
     
     
     Costs  Capitalized and deferred by Armant consisted  of  the
following:
        
        
        
                                        November 30    August 31
                                           1998          1998
Direct carbo-chlorination plant costs:
    Process equipment.................  $ 2,440,000   $ 2,950,000
    Other equipment...................            0             0
    Leasehold improvements............       65,000        72,000
                                          2,505,000     3,022,000
Self-construction and start-up costs:
    Salaries
    Engineering.......................       30,000        40,000
    Plant construction
       and operations.................      640,000       702,000
    Indirect labor and overhead.......       32,000        35,000
                                            700,000       777,000
        
                                        $ 3,205,000   $ 3,799,000


Presented  below is summarized financial information  of  Armant.
Beginning  September  1,  1986,  Armant  elected  to  discontinue
capitalizing   costs   not   directly   associated   with   plant
construction.     Further,   Armant   elected   to    discontinue
capitalizing  interest  costs in 1988 and reversed  all  interest
costs  that had been capitalized in 1988.  Prior to September  1,
1986, all costs were capitalized and deferred.
    

    
                                             November 30,     August 31,
                                               1998              1998

Assets:
    Plant and equipment.................   $  3,205,000     $ 3,799,000
    Other...............................         80,000         100,000
    Total...............................   $  3,285,000     $ 3,899,000


Liabilities and Equity
    Notes payable - Toth Aluminum
        Corporation.....................   $  4,250,000    $ 4,740,000
    Notes  payable  - Banks.............              0              0
    Payables - Toth Aluminum
        Corporation.....................     16,974,000     16,970,000
    Other   payables....................        740,000        710,000

    Equity - Toth Aluminum
        Corporation.....................    (18,666,000)   (18,508,000)
        - Others........................        (13,000)       (13,000)
                                            (18,679,000)   (18,521,000)

        Total...........................    $ 3,285,000    $ 3,899,000






                                               Three Months Ended
                                                   November 30,
                                              1998            1997
Statement of Plant Expenses
    Direct plant costs.................   $   4,200        $   3,000
    General and administrative costs...      17,400           11,000
    Interest Expense...................      84,000           96,000
    Net Loss...........................   $ 105,600       $  110,000

        
        
        
                                           November 30,    August 31,
                                              1998           1998

Payable to and Equity of Toth Aluminum
 Corporation:

    Notes payable......................  19,845,000    $ 19,842,000
    Payables...........................   4,800,000       5,240,000
    Beginning equity
      of the Company...................  (5,560,000)     (5,560,000)
    Less:Loss from Armant.............. (11,310,000)    (11,650,000)
    Capitalized by Armant, but
      not accrued by the Company.......  (5,620,000)     (5,620,000)
    Expensed by Armant but
      not accrued by the Company.......  (2,171,000)     (2,310,000)
    Investment in and advances to
    Armant............................. $    44,100     $    58,450

TACMA

    In  January  1982, the Company and an Indian company  entered
into  a Promotion Agreement providing for the formation of TACMA.
TACMA  was  formed  to  construct a plant in  India  designed  to
produce   metal  chloride  through  the  use  of  the   Company's
carbo-chlorination  processes.  The Promotion Agreement  provided
for   an   initial  capital  contribution  by  the   Company   of
approximately  $42,800 in exchange for a 40% equity  interest  in
TACMA. During the 1983 fiscal year, the Company and TACMA's other
stockholder assigned to a third party the right to a  25%  equity
interest  in  TACMA  in exchange for the third  party's  $200,000
advance  to  TACMA.  A transfer of equity interest to  the  third
party,  which  is  subject to the prior approval  of  the  Indian
government,  would have reduced the Company's equity interest  in
TACMA  to  27  2%.  The Company and the third party also  entered
into  a  separate agreement which provided that the  third  party
could  convey to the Company its right to the 25% equity interest
in  TACMA in exchange for 200,000 shares of the Company's  common
stock.   During July 1987, the Company issued 200,000  shares  of
its  common  stock valued at $325,000 in exchange for  the  third
party's  rights  to the additional equity in TACMA.   Under  this
agreement,  the transfer to the Company of the additional  equity
interest in TACMA, which is subject to the prior approval of  the
Indian  government, would increase the Company's equity  interest
in TACMA to 52 2%.

    As  of  August  31,  1984, the Company  had  also  made  cash
advances  to TACMA totaling approximately $218,600.  In addition,
during  December 1984, the Company acquired from Empresas  Lince,
S.A.,  a receivable from TACMA of $60,000 In exchange for  60,000
shares  of  the Company's restricted common stock.   The  Company
has  also  incurred  costs on TACMA's behalf  which  the  Company
considers  reimbursable under the terms of its service  agreement
with   TACMA.   At  August  31,  1989  and  1988,  the  Company's
receivable  for  such  costs billed to  TACMA  was  approximately
$815,000.   TACMA  has not recorded a corresponding  payable  for
such  costs  because  the approval of the Indian  government  and
Reserve  Bank of India is required before TACMA can make  payment
to  the  Company.   The  collectibility  of  this  receivable  is
dependent on obtaining approval of foreign authorities as well as
TACMA   commencing   and   sustaining   sufficiently   profitable
commercial  operations, for which the Company  currently  has  no
plans.  During the fiscal year ended August 31, 1987, because  of
the  continuing  delays  in  obtaining government  approval,  the
Company  reversed the previously recorded receivable from  TACMA.
During  1988,  based upon the Company's decision to  indefinitely
postpone  attempts  to bring the TACMA plant to  full  commercial
production,  its  previously recorded  investment  in  the  TACMA
facility was also reversed.
    
    Reference  is  made to Note 6 regarding a Swiss corporation's
advance  to TACMA, in 1982, on the Company's behalf.  The Company
recorded this advance as an additional investment in and  advance
to  TACMA.  The Swiss Corporation has not received payments equal
to  $50,000, and in 1997 they have requested action requiring the
Company  to replace or supplement its interest in TACMA.   During
1997  the  company  issued a Series AA-1" Convertible  Promissory
Note  to  the Swiss Corporation for the original $50,000.00  plus
accrued interest of $98,200 for a total of $148,000.



4.  NOTES PAYABLE

    Notes payable consisted of the following:
                                           November 30,     August 31,
                                              1998            1998

    Notes payable to bank,
      collateralized (A):...............            -              -

    Demand notes payable to related
      parties, unsecured (A):  At 12%...    2,968,400       2,813,055

    Demand notes payable to
       other parties,
       unsecured (A): At 12%............            -               -

    Series "A-1" Convertible
    Promissory Notes
       Payable to related parties.......    7,398,265       7,398,265
       Payable to others................    5,978,421       5,978,421

Total................................... $ 16,345,086    $ 16,189,741

    A)  Collateralized by a pledge of personal  assets  owned  by
the Company's Chairman of the Board.

5.      During 1988, the Company commenced a private offering  of
1,500,000  units of its securities.  Each unit consisted  of  one
share  of the Company's common stock and the right to acquire  an
option  to purchase an additional share at a price equal  to  the
original  purchase price of the unit.  As of November  30,  1988,
the Company had sold 1,292,367 units and had issued option rights
to  purchase 1,292,367 shares with an exercise price ranging from
$0.75 per share to $0.95 per share.  Of the 1,292,367 units sold,
during September 1988 27,386 units were issued in satisfaction of
$20,539  of  lease  payments.  The option is  exercisable  for  a
period  of three years, commencing on the date that the Company's
shareholders approve an increase in the authorized shares of  the
Company  so  as  to  permit the exercise of all  of  the  options
offered  hereby, but in no event later than August 30, 1998.   If
no  such  authorization has been made prior to that date, options
will  automatically be converted into the Company's  subordinated
debt  in  a principal amount representing the difference  between
the closing bid price of the Company's common stock on August 30,
1998,  and the exercise price of the option, bearing interest  at
the rate of 1% per month until paid.

6.                             The   financial   statements   are
summarized  and  reference is made to the  "NOTES   TO  FINANCIAL
STATEMENTS" included in the Company's Annual Report on Form  10-K
for  the  fiscal  year ended August 31, 1998, as filed  with  the
Securities and Exchange Commission.


Management's  Discussion and Analysis of Financial Condition  and
Results of Operations.

Liquidity and Capital Resources.

    During  the  quarter  ended November 30, 1998,  total  assets
decreased  from  $108,042 to $85,234. While  advances  to  Armant
increased by $3,700 during the quarter, the investment in  Armant
was  decreased  by  $14,350  from recognition  of  the  Company's
equity  in  loss of Armant.  The recoverability of the  Company's
investment  in and advances to Armant of $44,100 is dependent  on
the  Armant  Partnership  achieving and  sustaining  sufficiently
profitable  commercial  operations  (see  note  3  of  Notes   to
Financial Statements).

    Current  liabilities, increased from $5,524,398 to $5,837,744
during the same period.  During the same period, accrued salaries
increased by $94,540 and accrued interest increased by $114,627.

    On  December  24, 1985, the Company commenced an offering  of
its   10%   Convertible  Debentures  due  August  1,  1990   (the
"Debentures").  The offering contemplated the sale of  a  maximum
of  $4,320,000 of Debentures, convertible, at the election of the
Debenture holders, into 3,175,000 shares of common stock, no  par
value, of the Company.  The purchase price of each Debenture  was
$1,000,  payable in cash.  No minimum offering of Debentures  was
established  and  offerees were apprised of  the  fact  that  the
proceeds  of  the offering would not be placed into  escrow,  but
would be applied directly to the Company.
    
    The  Debenture  offering  was closed  as  of  May  31,  1986,
resulting in net proceeds of $3,852,963 (after deducting offering
costs  of  $467,037).  As of November 30, 1988, 4,298  debentures
were  converted  into  3,152,995 shares of the  Company's  common
stock,  resulting  in an increase in common stock  of  $3,833,307
(net  offering  costs  of $464,693) and a balance  in  debentures
payable of $20,437 (net offering costs of $1,563).

    The  Board of Directors of the Company learned that  not  all
of  the  Debentures were sold for cash.  Instead of  the  maximum
offering  of $4,320,000, $2,014,137 of Debentures were  purchased
in  exchange for the cancellation of pre-existing debt which  the
Company   owed  to  these  purchasers.   Of  the  $2,014,137   of
Debentures sold in exchange for the cancellation of indebtedness,
$1,957,137 or 97%, was sold to or through directors, officers  or
affiliates of the Company.

    As  a  result  of  the sale of Debentures  for  consideration
other than cash, the proceeds of the Debenture offering were  not
directly applied in the manner that the Company intended,  or  as
the  Company  would have applied the proceeds had the  Debentures
been sold entirely for cash.  The Debenture offering contemplated
that  net  proceeds  (after deduction of  sales  commissions  and
offering  costs)  of  $3,842,000 would be  applied  approximately
$2,882,000  toward a loan to the Armant Partnership (A  Louisiana
Partnership of which the Company is the General Partner) for  the
repayment  of  the partnership's loan, capital expenditures,  and
working  capital, with the balance of $960,000 for the  Company's
working  capital  and  development expenses.   Instead,  the  net
proceeds  of  the  Debenture offering were  directly  applied  as
follows:  (I) $1,939,000 toward the retirement of debt, of  which
$1,045,000  was to retire the Company's debt and the  balance  of
which  was  to retire the partnership's debt, and (ii) $1,902,000
was  loaned  to the Partnership for its working capital  and  for
capital expenditures.

    This  discrepancy is a result of the considerable delay which
was experienced in bringing the Debenture offering effective.  As
a  result, the Company, wishing to continue the operations of the
Armant   facility,   and  to  continue  the  Company's   research
activities, borrowed funds from directors, affiliates and outside
lenders,  relying  on  the  guarantee of  certain  directors  and
affiliates for Armant and corporate purposes.  When the Debenture
offering became effective, the proceeds of the offering were used
substantially  to  retire this debt.  Consequently,  the  Company
believes  that  the net proceeds of the Debenture  offering  were
applied,  albeit  indirectly, in the matter contemplated  by  the
Debenture offering.

    However,  if  it  were  subsequently  determined  that   this
variance  in the terms of the offering would require the  Company
to  make  an  offer of rescission of the debenture offering,  the
Company  has  made no provision in the financial  statements  for
such an offering.  To date, there have been no claims against the
Company  with respect to this issue and the Company is not  aware
that any such claims are planned or contemplated.  Because of the
complex nature of securities law, legal counsel has not formed an
opinion on whether there is any potential or actual liability  to
the Company.

    During  the  first  quarter ending  November  30,  1998,  the
Company  wrote  down a total of $17,433,513 of its investment  in
Armant.   This write down occurred due to the prolonged delay  in
obtaining the necessary funding to restart the plant.

Working Capital Meeting Operating Needs and Commitments

    From  inception,  the  Company has sustained  its  operations
primarily through funds provided by private placements and public
offerings  of  its  common  stock.  Due  to  the  length  of  its
development  stage  activities,  liquidity  has  always  been   a
continuing concern.  The Company has incurred net losses from its
inception  in  1966 through November 30, 1998,  of  approximately
$69,211,413. Although the Company's investees (Armant and  TACMA)
have  constructed  facilities that employ the Company's  patented
processes,   Armant   has  not  achieved  continuous   commercial
production, and the commercial viability of the processes has not
been demonstrated.  TACMA has not commenced commercial production
and no such activities are currently planned.  The recoverability
of  the  Company's  investments in and  advances  to  Armant,  is
dependent  on Armant achieving sufficiently profitable commercial
operations.  These factors, among others, may indicate  that  the
Company  will be unable to continue in existence.  The  financial
statements  do  not  include  any  adjustments  relating  to  the
recoverability  and classification of recorded asset  amounts  or
the  amount  and  classification of  liabilities  that  might  be
necessary  should the Company be unable to continue in existence.
The  Company's  continuation in existence is dependent  upon  its
ability  to  generate sufficient cash flow to meet its continuing
obligations on a timely basis, to obtain additional financing  as
may  be required, and ultimately to attain successful operations.
Management  believes that the plants constructed  by  Armant  and
TACMA  demonstrate  that the production of  metal  chlorides  and
aluminum  intermediates through the Company's patented  processes
is possible.


Immediate Development.
     
     
     The  Company's intention in the near-term is  to  focus  its
efforts  and  resources on completing  a project to commercialize
the Clay-to-Aluminum Process be undertaken in two steps.
     
     In  the  first step, which TAC has designated Phase  1,  TAC
proposes that a semi-commercial demonstration plant be built  and
operated.   Operation of this semi-commercial plant  will  permit
engineers  to  fine  tune  the  design  of  the  subsequent  full
commercial facility in Phase 2.  Equally important, the  Phase  1
plant  will  provide a hands-on training facility for  commercial
plant staff.  Phase 2 of the project will comprise the design and
construction  of a full scale commercial Clay-to-Aluminum  plant.
Cost  of  Phase 1 is estimated to be $45 million and the cost  of
phase 2 will be determined after Phase 1 has been completed.
     
     There will be two principal goals in executing Phase 1.  The
first  goal  is to refine TAC's clay chlorination procedures  for
implementation  in  commercial production  facilities.   TAC  has
already  developed these procedures to an advanced stage  in  its
pilot  plant, but the design of that pilot plant did  not  permit
long   duration,  continuous  operation  runs.    Refinement   of
procedures   will  permit  confident  scale-up  to   full   scale
commercial plant capacity.
     
     The  second  goal will be generation of refined designs  for
full  scale commercial smelting cells.  This will be accomplished
by  constructing  the operating a complete ACS smelting  facility
which will consume a portion of the aluminum chloride produced in
clay chlorination.  The balance of production will be marketed as
high  purity anhydrous aluminum chloride to generate revenues  to
help  defray plant operating costs.  Smelting specialists foresee
rapid development of a final design for commercial cells in Phase
1, and anticipate that this will consume nine to twelve months of
development time.
     The  project  will  start as soon as  TAC  has  secured  the
financing   for   Phase1.    Initial  tasks   includes   detailed
engineering  design of clay chlorination and smelting facilities,
and  the  selection of a suitable plant site.  Construction  will
begin with site preparation, approximately nine months after  the
project start.  After an initial ramp-up period the Phase 1 plant
is  expected to reach full design capacity within 36 months after
project start.
     
     After confirmation of the economic viability of the Clay-to-
Aluminum  Process,  work will begin on the second  phase  of  the
project,  namely  the design, construction  and  operation  of  a
commercial Clay-to-Aluminum plant.  TAC proposes that  a  modular
design  concept  be adopted for Phase 2, such that  the  eventual
full  scale  commercial plant will consist of a set of  duplicate
plant  modules,  operating in parallel.  TAC estimates  that  the
first  plant  module  will be completed  in  year  seven  of  the
project,  with  additional  modules constructed  in  parallel  in
subsequent years.
     
     
     Armant
     
     The  Armant  Plant,  which  was originally  intended  to  be
constructed  to  operate  on a continuous  basis,  but  was  only
capable  of operating in a "batch" mode, when it was shutdown  in
1988.    The plant was capable of producing approximately 100,000
pounds of aluminum chloride per batch.  In order to operate on  a
continuous basis, additional equipment must be installed.  Due to
a  lack of funding the required equipment has not been installed.
While  such installation is still a viable option, there  are  no
current plans to upgrade the Armant facility.


Results of Operations

    The  Company  had  no  operating revenues  and  reported  net
losses.   The  Company  is considered to be a  development  stage
enterprise;  start-up activities have commenced, but the  Company
has received no revenue therefrom.

    The  net  loss for the three months ended November 30,  1998,
was $747,377 compared to $615,472 for the corresponding period in
1997.

    The  initial  phase of construction of the Armant  Plant  was
completed in December, 1983.  Since that time, numerous test runs
have been performed in an effort to achieve continuous commercial
production  of market grade metal chlorides.  Subsequent  to  the
Company's  1986  fiscal  year end, Armant  determined  additional
funding  would  be  required  to sustain  successful  operations.
Therefore,  because  of unexpected construction  delays  and  the
continued  lack  of  commercial  production,  Armant  elected  to
discontinue  capitalizing plant start-up costs as of  August  31,
1986.   The net loss recognized by Armant during the three months
ended November 30, 1987, resulted primarily from expensing start-
up  costs.   The  net loss recognized by Armant during  the  year
ended  August  31,  1987, was first allocated  to  the  partners'
equity  accounts based upon their respective percentage interests
in  the  total partnership equity.  To the extent that this  loss
exceeded  the total partners' equity, all additional losses  were
allocated  to  the Company's equity interest in the  partnership,
since  the  Company is the sole general partner  in  the  limited
partnership  and  is  at risk for these losses  in  the  form  of
advances  to Armant.  The Company's equity in the loss of  Armant
for the three months ended November 30, 1998, was $14,350,  which
was  a  result  of  Armant losses in excess of total  partnership
equity  and  was  recorded as a reduction in  investment  in  and
advances to Armant.



PART II.  Other Information

Item 1.  Legal Proceedings

    See  Item  10 of the Company's Form 10-K for the  year  ended
    August 31, 1998, concerning legal proceedings.
    


<PAGE>

                           SIGNATURE

    Pursuant  to the requirements of the Securities Exchange  Act
of  1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.



TOTH ALUMINUM CORPORATION
(Registrant)



BY:  Charles E. Toth Jr.
     Charles E. Toth Jr.
     Treasurer                          Date: January 13, 1999
    



BY:  Charles Toth
     Charles Toth
     Chairman of the
     Board of Directors                Date: January 13, 1999
     and Chief Executive Officer